OPEN TO LEGAL RESIDENTS OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA WHO ARE 18 YEARS OF AGE OR OLDER AT THE TIME OF ENTRY.

VOID IN FLORIDA, NEW YORK, AND RHODE ISLAND, AND PUERTO RICO AND WHERE PROHIBITED OR RESTRICTED BY LAW.

ODDS OF WINNING WILL DEPEND ON THE TOTAL NUMBER OF ENTRIES RECEIVED.

This Sweepstakes is not sponsored, endorsed or administered by TWITTER or FACEBOOK, nor are TWITTER or FACEBOOK associated with the Sweepstakes in any way. Any questions, comments or complaints regarding the Sweepstakes must be directed to the Sponsor and not to TWITTER or FACEBOOK.

The MerchantCircle $10,000 Sweepstakes ("Sweepstakes") is sponsored by Reply! Inc. (the "Sponsor").

1. ELIGIBILITY: Sweepstakes is open to legal residents of the 50 United States and the District of Columbia who are, as of entry date, 18 years of age or older. Employees, officers and directors of Reply! Inc. ("Sponsor"), and their respective parents, subsidiaries, affiliates, promotion and advertising agencies and members of each of their immediate family (spouse, mother, father, sister, brother, ward, daughter or son and their respective spouses, regardless of where they reside) and persons living in the same household of such employees, whether or not related, of each of the above, are not eligible to enter or win. Void in Florida, New York, and Rhode Island, and Puerto Rico and where prohibited or restricted by law. Sweepstakes is subject to all applicable federal, state and local laws and regulations.

2. SWEEPSTAKES PERIOD/DEADLINE: The Sweepstakes begins on Tuesday, February 28, 2012 at 12:00:00 pm Eastern Time ("ET") and ends on Tuesday, March 27, 2012 at 11:59:59 pm ET (the "Sweepstakes Period") unless extended by Sponsor, notice of which will be provided as set out in these Official Rules. A computer designated by the Sponsor will be the official timekeeping device for the Sweepstakes.

3. HOW TO ENTER: During the Sweepstakes Period, an eligible Entrant must logon to http://www.MerchantCircle.com/corporate/MC_SpringFling (the “Page”) and enter his/her valid e-mail address. The Entrant then must register by entering the information requested on the registration page, including his/her first and last name (no initials), complete address (P.O. Boxes are not accepted), zip code, and confirm email address.

This information is provided directly to Sponsor and not to Facebook® or Twitter. Each Entry will be entered into the Sweepstakes Period that it was received. For Facebook and Twitter, you can earn one (1) additional Entry for each referral of different friends ("Friend(s)") during the Sweepstakes Period by sending them an invitation per the instructions provided. Each Additional Entry will be entered into the Sweepstakes Period that it was received. You will not earn Additional Entry for your Friends' subsequent Entries throughout the Sweepstakes. Entries generated by script, macro or other automated means will be void. Limit for Facebook: One (1) entry per person, per email address and five (5) additional entries per person, per-email address per Sweepstakes period. Limit for Twitter: One (1) entry per person, per email address. All Entries and Additional Entries become the sole property of the Sponsor and will not be returned and are subject to the respective Privacy Policy of the Sponsor.

Participants may not register with multiple email addresses nor may entrants use any other device or artifice to register multiple times or as multiple registrants. Any Participant who attempts to enter with multiple email addresses under multiple identities or uses any device or artifice to register/play multiple times will be disqualified and forfeits any and all prizes won, at Sponsor's sole discretion.

By entering the Sweepstakes, you agree to receive solicitations from Reply! Inc. or its affiliates (unless you have previously opted out). You may later elect not to receive future solicitations from Reply! Inc. or its affiliates.

In the event of a dispute, entries will be deemed submitted by the Authorized Account Holder of the e-mail address submitted at the time of entry. For purposes of this Sweepstakes, the “Authorized Account Holder” is defined as the natural person or legal entity who is assigned to the e-mail address at the time of entry by an internet access provider, online service provider, or other organization (such as an individual's business or educational institute) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.

If you would like to enter offline, please print your full name, email address and mailing address on a letter, affix postage and mail to: Reply! Inc, 12667 Alcosta Blvd, Suite 200, San Ramon, CA 94583 Attn: MerchantCircle.Com Spring Fling Sweepstakes All mail-in entries must be received by March 27, 2012. All entries become property of Reply! Inc. and will not be returned. Limit: One entry per person per mailer. Incomplete entries are void. All entries must include a valid email or mailing address where entrant may be reasonably contacted in the event of a winning entry.

Entries that are misdirected, lost, incorrect, incomplete, illegible, or garbled upon actual receipt by Sponsor, for any reason, including without limitation by reason of hardware, software, browser, or network failure, malfunction, or incompatibility with Sponsor's or other third party servers involved in the entry process, will not be eligible.

Proof of submission of the completed entry form by an entrant does not constitute proof of delivery to Sponsor of the entry form. Sponsor's decisions with respect to completion and delivery of valid entries will be final.

4. PRIZE AND ITS FACE VALUE (FV): Only one (1) winner will win one (1) Prize: The sole prize consists of a ten-thousand US dollars ($10,000.00) cash prize.

5. RANDOM DRAWING: A random drawing will be conducted by the Sponsor within five (5) business days from the end of the Sweepstakes Period to select one (1) winner among all eligible Entries and Additional Entries received. The decision of the Sponsor shall be final and binding. Odds of winning depend on the total number of eligible Entries and Additional Entries received.

6. NOTIFICATIONS: The potential Sweepstakes Prize Winner ("Potential Winner") will be notified by telephone, mail and/or email approximately within five (5) business days following the applicable winner selection. The Potential Winner may be required within two weeks to complete and return an Affidavit of Eligibility/Release of Liability/Publicity Release ("Affidavit"). At the sole discretion of the Sponsor, disqualification, forfeiture and the selection of an alternate winner may result from any of the following: [1] Potential Winner's failure to respond to an e-mail or mail notification within five (5) business days from the date sent; [2] the return of any notice as undeliverable; [3] Potential Winner's failure to provide Sponsor with satisfactory proof of age, identity and residency; [4] Potential Winner's failure to execute and return Affidavit (if required by Sponsor); [5] Potential Winner’s failure to execute and return a W-9 form supplying Sponsor with his/her social security number for tax purposes within five (5) business days after it is mailed; [6] Potential Winner's failure to validly claim any prize by April 1, 2012 and [7] any other non-compliance with these Official Rules. In the event of any prize forfeiture, the Sponsor, at its sole discretion, may award the forfeited prize to an alternate winner. Any taxes are solely the responsibility of winner. Upon contacting a Potential Winner and determining that he/she has met all eligibility requirements of the Sweepstakes, including without limitation the execution and timely return of the required documents, such individual will be declared as the "winner" of the Sweepstakes.

The winner shall receive prize within sixty (60) business days after receipt by Sponsor of all required documents. The receipt by you of any prize is conditional upon you complying with any and all applicable laws, rules and regulations.
Except where prohibited by law, acceptance of a prize shall constitute and signify the winner's consent that the Sponsor may use the winner's name, likeness, image, voice, photographs, biographical information, address (city and state) and written statements made by the winner about the Sweepstakes and Sponsor for promotional purposes, in all forms of media, in perpetuity and without monetary payment or additional consideration. The Sponsor reserves the right to announce the identity of the Sweepstakes prize-winner and the prize awarded to each such winner on any of its marketing platforms including websites, social sites, or email; or on those of its affiliates.

7. LIMITATION OF LIABILITY AND GENERAL RELEASE: By participating, each Entrant agrees: (a) to abide by these Official Rules and decisions of Sponsor and judges, which shall be final and binding in all respects relating to this Sweepstakes; (b) to release, discharge and hold harmless Sponsor, Facebook, and their respective parents, affiliates, subsidiaries, retailers, and advertising and promotion agencies, and the respective officers, directors, shareholders, employees, agents and representatives of the forgoing (collectively, "Released Parties") from any and all injuries, liability, losses and damages of any kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from his/her participation in the Sweepstakes or any Sweepstakes-related activity or the acceptance, possession, use or misuse of any awarded prize (including any activity related thereto); and (c) to the use of his/her name, voice, performance, photograph/video, Entry, Facebook Profile picture, image and/or likeness for programming, advertising, publicity and promotional purposes in any and all media, now or hereafter known, worldwide and on the Internet, and in perpetuity by Sponsor and its designees, without compensation, notification (unless prohibited by law) or additional consents from nominator or any third party and without prior notice, approval or inspection, and to execute specific consent to such use if asked to do so. Released Parties are not responsible for lost, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered, or garbled Entries; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the Sweepstakes, including, without limitation, errors or difficulties which may occur in connection with the administration of the Sweepstakes, the processing of Entries, the announcement of the prizes, or in any Sweepstakes-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Sweepstakes. Released Parties are not responsible for injury or damage to any person's computer related to or resulting from participating in this Sweepstakes or downloading materials from or use of the website.

8. GENERAL: No substitution or transfer of prize is permitted, except by Sponsor, at its sole discretion. Any and all federal, state, and local taxes on the prizes, and any other costs, fees, and expenses associated with prize acceptance and use not explicitly stated herein as being awarded, are the sole responsibility of the Winners. Persons who tamper with or abuse any aspect of the Sweepstakes or website, who act in an disruptive manner or who are in violation of these Official Rules, as solely determined by Sponsor, will be disqualified and all associated Entries will be void. Should any portion of the Sweepstakes be, in Sponsor's sole opinion, compromised by virus, worms, bugs, non-authorized human intervention or other causes which, in the sole opinion of the Sponsor, corrupt or impair the administration, security, fairness or proper play, or submission of Entries, Sponsor reserves the right at its sole discretion to suspend, modify or terminate the Sweepstakes (or portion thereof) for any reason, including without limitation in the event of any technical malfunction, any unauthorized tampering or anything occurring beyond Reply!’s control, and, if terminated, at its discretion, select the Potential Winners for the Sweepstakes Period from all eligible, non-suspect Entries received for the applicable Sweepstakes Period prior to action taken using the judging procedure outlined above.

In the event of a dispute, the name of the "Authorized Account Holder" associated with any given email address will be deemed to be the Entrant and he/she must comply with these Official Rules. The Authorized Account Holder is defined as the natural person who is assigned an email address by an Internet access provider, an online service provider, or another organization that is responsible for assigning email addresses or the domain associated with the submitted email address. Proof (to Sponsor's satisfaction) of being the authorized account holder may be required by Sponsor. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS' FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

10. WINNERS LIST/RULES
For a copy of the Official Rules or for the name of the prize winner, mail a stamped, self-addressed envelope by March 30, 2012 to:
Reply! Inc.
Attention: MerchantCircle.com Spring Fling Sweepstakes
12667 Alcosta Blvd., Ste. 200
San Ramon, California 94583
Only one request per envelope.